roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July...

28
1 Orange hybrids issuances roadshow materials September 2014 Confidential not for distribution in the United States

Transcript of roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July...

Page 1: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

1

Orange hybrids issuancesroadshow materials

September 2014

Confidentialnot for distribution

in the United States

Page 2: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

2

By attending the meeting where this presentation is made, or by reading the attached presentation, you agree to be bound by the following limitations. All statements in this presentation other than historical statements are forward-

looking statements. Although we believe these forward-looking statements are based on reasonable assumptions, they are subject to numerous risks and uncertainties, including matters not yet known to us or not currently

considered material by us and there can be no guarantee that anticipated events will occur or that the objectives set out will actually be achieved. Important factors that could cause actual results to differ materially from the results

anticipated in the forward-looking statements include, among others: our ability to integrate the business sought to be acquired, and to achieve anticipated synergies; intense competition in the telecommunications industry;

Orange's ability to exploit growth opportunities in new markets, a degradation or stagnation of the general economic and trading conditions in the markets where Orange operates; the state of the global economy and of the

economy in Orange's markets; the effectiveness of the Conquest 2015 industrial project; Orange's ability to adapt to the constant transformation of the telecommunications industry; fiscal and regulatory constraints and changes

and the results of litigation regarding regulations and competition; the success of Orange's French and international investments, joint ventures and strategic partnerships; general risks associated with information and

communications technologies; exchange rate or interest rate fluctuations; Orange's ability to access capital markets and the state of capital markets in general; and risks related to asset impairment. More detailed information on

the potential risks that could affect our financial results can be found in the Registration Document filed with the French Autorité des Marchés Financiers (the “AMF”) on April 29, 2014 and in the Annual Report on Form 20-F filed

with the U.S. Securities and Exchange Commission on April 30, 2014. Except to the extent required by law (in particular pursuant to sections 223-1 and seq. of the General Regulations of the AMF), Orange does not undertake any

obligation to update forward-looking statements. This presentation does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase or a recommendation regarding any securities, and

nothing contained herein shall form the basis of any contract or commitment whatsoever.

This presentation is confidential and is being provided to you solely for your information and may not be reproduced, transmitted, sent, or distributed to any other person or published, in whole or in part, by any medium or in any

form for any purpose and in particular, may not be sent to any U.S. person (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to any U.S. address or to any person and/or in any jurisdiction in which

it would be unlawful to do so, or would require any registration or filing of additional documentation.

This presentation does not constitute or form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States, Canada, Japan, Australia or any other jurisdiction. The securities mentioned in this

presentation have not been and will not be registered under the Securities Act, and are only being offered or sold outside the United States only in offshore transactions in reliance on and in accordance with Regulation S under the

Securities Act. There will not be any offering of securities in the United States.

Any distribution or reproduction of this document in whole or in part is unauthorized. Failure to comply with such limitations may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

In particular, this document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act

2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities failing within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated in accordance with the Order or (iv) to

persons in member states of the European Economic Area who are “qualified investors” within the meaning of article 2(1)(e) of the Prospectus Directive (directive 2003/71/EC), as amended.

The information in this presentation has not been independently verified. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. Orange relies on

information obtained from sources believed to be reliable but does not guarantee its accuracy or completeness. In particular, all information relating to Jazztel has been based on or extracted from public information for which

Orange disclaims any liability.

The information in this presentation is subject to verification, completion and change. In giving this presentation, neither Orange nor its respective advisers and/or agents undertake any obligation to provide the recipient with access

to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.

disclaimer

Page 3: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

3

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 4: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

4

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 5: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

5

Orange has a diversified portfolio of activities and a footprint with complementary dynamics

€12.6 billionEBITDA*

€5.6 billioncapital expenditure

€7 billionoperating cash flow

FY 2013

6 months 2014

€6.1 billionEBITDA*

€2.5 billioncapital expenditure

€3.6 billionoperating cash flow

€19.6 billionrevenues

* EBITDA refers to restated EBITDA unless otherwise indicated

€41.0 billionrevenues

Page 6: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

6

11

2 2

22

22

2

2

22

1 1

1

11

1

11

1

1

4

4

3

33

N° or N° in 15 out of 20 countries of AMEA and in 7 out of 9 countries in Europe1 2

balanced geographical diversification with strong market positions

3

22

Page 7: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

7

governance framework

Stéphane RICHARD

Chairman and CEO

Gervais PELISSIER

CEO Delegate in charge of UK JV and Operations in

Europe (excluding France)

Board of Directors

14 board members 3 board committees

6

3

3

1

Independent members

Employees representatives

Representatives of French

State and affiliates

Representative of the

employee shareholders

Audit committee

Governance & CSR committee

Innovation & Techno committee

Executive committee

12 executive members 7 main governance

committees

Shareholding structure As of September 18, 2014

Page 8: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

8

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 9: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

9

solid Q2 14 mobile commercial performance across the Group179m mobile customers with network quality as key driver

coveragein % of pop.

France 69%

73%

>50%

UK

Spain

4G

* source: ARCEP for France, Commsquare for Belgium, RootMetrics for UK, independant company for Africa & Middle East

coverage in Africa & Middle East3G

# 3G countries

# of new 3G sites over H1

total network capex (yoy)

mobile network in France*

in 4G speed in Belgium and UK*#1 in customer satisfaction in 15 out of 18 countries

in Africa & Middle East*#1QoS

investments

commercial

performance

4G customers

2.0m in France

4.2m in UK

1.4m in Spain

launched in Poland, Belgium

and Romania in H1 14 and

Slovakia early July

+0.6m in Q2 14

+1.3m in Q2 14

+0.4m in Q2 14

91.8m mobiles customers

18/21

+9%

+20%

Orange Money

14countries out of 21

10.8m orange money customers

+0.9m in Q2 14

Africa & Middle East

Page 10: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

10

fixed broadband driven by FTTH and convergence57m Group fixed customers at the end of June 2014

France 3.0m

0.8mSpain

FTTH homes connectable

failure rate compared to DSL*÷4QoS

investments

commercial

performance

+50k in Q2 14

415k FTTH customersin France

convergence as % of BB customers & qoq evolution

France 41%

75%

18%

Spain

Poland

+2pts in Q2 14

+3pts in Q2 14

+4pts in Q2 14

convergent customers

+195k in Q2 14

+66k in Q2 14

France 4.2m

Poland 0.4m

-7pts yoy of BB quarterly

churn rate in Spain

* failure rate during the first 30 days of service; source ARCEP

+88k in Q2 14

Spain 1.4m

Page 11: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

11

+7.4% +7.6%

€2.1bn

H1 2014 revenuesbetter revenue trend in France, Poland & strong growth in Africa and the Middle-East

€9.6bn

-5.0% -0.8%

€1.9bn-6.7% -3.6%

€1.5bn-10.1% -7.0%

€1.4bn

-2.7%

€3.1bn-0.5%

€0.9bn

by activity

-4.6% -4.4%

IC&SS

Enterprise

Africa &

Middle-East

other european

countries

PolandSpain

France

mobile services

mobile equipment sales

fixed services

enterprise & IC&SS

other

€8.6bn

€0.6bn

€6.4bn

€3.5bn

€0.4bn

-2.3%

ex. reg.

-2.6%

ex. reg.

H1 2014Q2 2014

by segment

Group

€19.6bn

-3.4%

yoy cb

-3.6%

yoy cb

yoy

H1’14

yoy

ex.reg

yoy

H1’14

yoy

H1’13

-7.3% -6.4%

+21.9% +10.2%

-1.0% -3.4%

-2.1% -3.6%

Page 12: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

12

indirect costs**direct costs

EBITDA pressure more than halved, EBITDA rate stabilizedEBITDA down -€221m vs. -€526m in H1 2013

change in EBITDA*in €m

* EBITDA refers to restated EBITDA unless otherwise indicated

** underlying indirect costs yoy improvement of €191m after excluding gain from Arkadin disposal

+213m€+298m€

direct costsindirect costs

yoy change in Group Opex base in €m

21% 40%% of commercial &

content cost savings in

direct cost reductions new ambition of >€300m indirect costs decrease in 2014

stable margin rate

H1 14

31.3%

6,140

IT&N,

property,

G&A &

other

+83

labour

opex

+130

other direct

costs

-26

commercial

& content

costs

+180

interco

costs

+144

revenues

-733

H1 13 cb

31.3%

6,362

-344

-129 -217 -213

193 178

-312 -271 -298

-119

-511

H1 14H2 13

-488

H1 13

-441

H2 12

-166

H1 12

+74

60%

Page 13: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

13

€130m reduction in labour expenses in H1 14 impacted by :

– a significant volume effect of almost €200m

� driven by a 4% yoy drop in the average number of full-time employees

� sourced mainly in France & Poland

– moderate impact of salary policies on labour costs per FTE

� with France at +1.9%, helped by employee tax offsets in France (CICE) for €16m yoy

� International at +3.3%

decrease of labour expenses confirmedwith a positive volume effect offsetting the salary policy and other effects

-31-35

H1 14

-4,384

salary policy

effect &

other*

-66

volume effect

+196

+51

+145

H1 13 cb

-4,514

-2.9%

* o/w profit sharing

** Average Full Time Equivalents

Group average FTE** down -4% in 1 year(in ‘000s)

Group labour expenses down €130m in €m

International

France

160.0

63.6

96.4

-4.0%

H1 14

International

France

153.6

60.9

92.6

H1 13 cb

Page 14: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

14

� 6,505 4G sites, covering 69% of population, up 19pp from 50% end

of 4Q13, with Orange providing best throughput, above 20Mbps.

� Orange recognized again by ARCEP as having best quality of

service for mobile networks

� +455k FTTH homes connectable (+18% vs. end of 4Q13)

� >50% of population covered by 4G, from 30% end of 2013

� 9,600 3G sites shared with T-Mobile

� 3,500 4G sites covering 52% of population

� €479m invested in H1 14 in Rest of the World, +€105m vs. H1 2013

� strong acceleration in 4G across Europe: sharp increase in Mobistar

population coverage (65%); Romania and Slovakia 4G commercial

launch, resp. in April and July 2014

increased CAPEX on 4G and FTTH to support future growth

+3.1%

H1 14

2,501

-78+62

+92

H1 13 cb

2,425

investment in very high speed networks

(4G, FTTH and VDSL) up +64% yoy

4G

FTTHVDSL

mutualisation, rationalization & phasing out

12.8%11.9%

%

CAPEX evolution in €m

CAPEX as % of revenues

as of H1 2014

Q2 14

3.0

Q1 14

2.7

Q4 13

2.6

Q3 13

2.3

Q2 13

2.1FTTH connectable homes

(vertical), in millions

+43% yoy

Page 15: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

15

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 16: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

16

4value creative

transaction

21

3

Spain is a key

successful asset

for Orange group

gain immediate

scale in VHBB and

high value creation

with €1.3bn

synergies

appropriate timing

to increase

exposure to Spain

creating a key convergent player in Spain

� close to 10% of Group revenues

� 11% EBITDA CAGR between 2008 and

2013

� top performer in mobile portability and

FBB customer acquisition

� combination of 2 market winners to reach

greater scale and conquer #2 position

� accelerate the move to VHBB and

strengthen convergence position

� €1.3bn synergies potential (incl.

integration costs), excluding any potential

revenue synergies

� low operational execution risk

� positive macro outlook

� restored business environment

� telecom market transformation well

advanced

� opportunity to position for recovery in

B2B and B2C consumption

� accretive to OpCF* from full integration,

including synergies

� enterprise value of €3.8bn or 8.6x EV /

2015E** EBITDA post-synergies

� cash offer for 100% of the share capital

at €13 per share

� transaction closing expected by H1 2015

* restated Ebitda-Capex

** based on research analysts consensus and including run rate EBITDA synergies

Page 17: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

17

combination of the two Spanish market outperformers aiming to become #2

revenue market-6 sharemobile subscriber

market-6 share

Orange outperforming mobile market

LTM* mobile contract net adds (‘000)

Orange outperforming fixed market

LTM* FBB net adds (‘000)

*company and competitors published data; subscribers include mobile and FBB subscribers; note: ONO reports RGUs

** LTM as of Q2 14 (June 2013 - June 2014)

112

-3 48

499

53 1

745

1,276

Yoigo

Telefonica

Vodafone / ONO

Orange

Jazztelmarket share

gains

66

245

3 18

104

422

commercial

excellence

H1’14

35.3%

29.1%

24.6%

3.1%8.0% +2pp

60% 52%

24%24%

16%12%

2%

4%4%

2010 2013

2%

+4pp

fixed BB subscriber

market-4 share

12.5%

15.6%

21.7%

H1’14

50.1%

28.2%27.7%

Page 18: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

18

significant cost synergies with limited integration costs expected

NPV*

gross cost

synergies

� increased full ULL footprint

� network cost optimization

� advertising and G&A

� larger distribution capabilities of Jazztel offers through the Orange shops

� customer service optimisation through volume effect

c. +€0.8 bn

* post-tax NPV

** pre-tax excl. integration costs

FTTH

synergies

� cross selling on combined fiber network

� migration to fiber reducing interconnection costs and dependency from incumbent

integration

costs

� strong management experience minimising execution risk

� TV tax impact of c. €10 m / year

c. +€0.8 bn

c. -€0.3 bn

c. €1.3 bn

net synergies NPVrun rate synergies of c. €160 m**

Page 19: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

19

Orange group financing strategy

� offer not subject to any financing condition

� Orange group to preserve its balance sheet and financial strength

� issuance of a combination of financial instruments, sized so that equity credit as granted by rating agencies will

equal the equity consideration paid to Jazztel shareholders

hybrid

issuances

� accounted for as equity under IFRS

� 50% equity credit by rating agencies

instruments

giving access

to share

capital

� €2bn maximum

Page 20: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

20

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 21: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

21

� high liquidity position of €12.7bn as of June 30, 2014 including €6.2bn in cash

� issuances early 2014 at attractive conditions (hybrid bonds of €2.8bn and USD1.6bn notes issued in January, 2014) provide further balance sheet robustness while lowering cost of debt

� best-in-class average maturity

average maturity* and net debt evolutiondebt structure

bonds*/bank loans/leases repayments end of June 2014in €bn

Moody’s / S&P / Fitch ratings Baa1 stab / BBB+ neg / BBB+ neg

% of gross debt with fixed rate 90%

% of bond debt in €* (after derivatives) 95%

% of gross debt in bonds 87%

Av. weighted cost of debt in bonds**

- H1 2014

- end 2013

- end 2012

4.77%

4.83%

5.25%

*excluding TDIRA **source Bloomberg

2017

3.0

2.6

2016

2.9

2.4

2015

2.9

2.5

H2 2014

0.7

0.3

>2019

18.3

17.3

2018

3.2

2.9

bank loans &othersbonds

10

9999

787

76

27.4

H1

2014

1306

38.0

07

32.535.9

08

42.0

05

47.8

30.5

09 1211

30.7

10

30.931.8

average maturity of net debt in years net debt end of year, in €bn

continued deleveraging and high liquidity combined with a smooth repayment profile

Page 22: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

22

-

500

1 000

1 500

2 000

2 500

3 000

3 500

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2028 2029 2031 2032 2033 2034 2038 2042 2044 2050

€mmatured

EGP

JPY

HKD

CHF

CAD

GBP

USD

EUR

bond diversification

70%

12%

11%1%6%

EURUSDGBPCHFothers

well spread bond debt maturities

A diversified investor base (debt by curr. before swaps)

80%

9%

3%3%1%4% bonds

bank loans

securitization

leases

French CP

others

85%

4%3%

2%2%2%

3%

bondsbank loansEIBsecuritizationleasesFrench CPothers

Disintermediation

December 2008 June 2014

54%

24%

16%

2%4%

EUR

USD

GBP

CHF

others

December 2008 June 2014

Page 23: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

23

agenda

1. Orange at a glance

2. recent commercial and financial performance

3. Jazztel transaction

4. managing a sound balance sheet

5. key take-aways

Page 24: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

24

2014 restated EBITDA*

€12.0bn - €12.5bn

stabilised EBITDA*

margin rate

2014 dividend

€0.60, subject to

shareholder approval

interim payment €0.20

in December 2014***

net debt / EBITDA**

closer to 2x by year-

end 2014

around 2x in the

medium term

selective M&A policy,

focus on existing

footprint

2014

guidance

2014 guidances

* restated EBITDA and after Orange Dominican Republic disposal from Q2 2014

** calculated by dividing (A) net financial debt, including 50% of the net financial debt of the EE JV in the U.K., by (B) restated EBITDA including 50% of the EBITDA of EE JV

***ex-date December 4th, record date December 8th, payment date December 9th

Page 25: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

25

steady dividend payment track record mitigating interest deferral risk (DPS, in €)

steady dividend payment track record

� Orange has the option to defer coupon payments on the new instrument on any interest payment date

� Any interest deferral will be cumulative and compounding at the prevailing rate of interest

� Any deferred interest shall become due and payable in whole upon:

- discretionary payment on (or repurchase of) parity securities or junior securities

- redemption of the notes

- liquidation of Orange

� Orange has a steady track record as regards dividend payments

� The Group will pay a dividend per share of €0.6* for 2014, out of which €0.2 to be paid in december 2014 as

interim

* subject to the Annual General Meeting of Shareholders approval

0.6

0.0

0.8

1.41.41.41.41.31.21.0

0.50.3

1.01.01.01.0

2014201320122011

0,78

20102006 200920072004 2008200520011999 2002 20031998 2000

Paid Expected

Page 26: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

26

summary of the proposed hybrid capital offering

Issuer (M/S/F) Orange (Baa1 Stable / BBB+ Neg / BBB+ Neg)

Expected Instrument Ratings (M/S)

[●]

Maturity PerpNC 7 PerpNC 12 PerpNC long-8

Currency / Size EUR Benchmark EUR Benchmark GBP Benchmark

Issuer Call Option [●] 2021, and every 5 years thereafter [●] 2026, and every 5 years thereafter [●] 2023, and every 5 years thereafter

Interest Payments

Until First Call Date: [●]% fixed, payable annually in arrear (equivalent to € 7-year mid-swaps + [x]%)Thereafter: reset every 5 years to a new fixed rate of € 5-year mid-swaps + [x]% + relevant step-ups

Until First Call Date: [●]% fixed, payable annually in arrear (equivalent to € 12-year mid-swaps + [y]%)Thereafter: reset every 5 years to a new fixed rate of € 5-year mid-swaps + [y]% + relevant step-ups

Until First Call Date: [●]% fixed, payable annually in arrear (equivalent to £ [interpolated 8 & 9]-year mid-swaps + [z]%)Thereafter: reset every 5 years to a new fixed rate of £ 5-year mid-swaps + [z]% + relevant step-ups

Step-ups 25bps in 2026 and additional 75bps in 2041 (20 years after first call date)

25bps in 2026 and additional 75bps in 2046 (20 years after first call date)

25bps in 2028 and additional 75bps in 2043 (20 years after first call date)

Interest DeferralAt the Issuer’s option on any interest payment dateCumulative and compounding, settled in cash Intention (but no legal obligation) to settle deferred interest after 5 years

Payment Pusher Mandatory payment of deferred interest upon payment on parity or junior securities, except where payment was itself mandatory under the terms of the junior or parity securities or parity security repurchases below par

Early redemption provisions

Gross-up Event, Substantial Purchase Event (90%) and Withholding Tax Event at parAccounting Event, Equity Credit Rating Event, Tax Deduction Event (101% of principal amount until first call date then par)

Ranking Deeply subordinated, pari passu among themselves, senior to ordinary and preference shares

Exchange / Variation Exchange/variation in lieu of early redemption, subject to certain conditions (including not being prejudicial to the interest of the Bondholders)

Equity Credit Moody’s: 50% (for life), S&P: 50% (until first call date)

Denomination EUR100+1k EUR100+1k GBP100k+1k

Listing Euronext Paris

Governing Law English law, except for subordination provision which will be governed by French law

Page 27: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

27

structural comparison

Source: Preliminary Prospectus, Offering Circulars, Rating Agencies

Pricing Date[●]-Sept-14 05-Feb-14 15-Jan-14 17-Mar-14 22-May-14 27-Jun-14

Issuer Orange Orange EDF Volkswagen GDF SUEZ Bayer

Currency and Size EUR [●] EUR [●] GBP [●] EUR 1.0bn EUR 1.0bn GBP 650m EUR 1.0bn EUR 1.0bn GBP 750m EUR 1.25bn EUR 1.75bn EUR 1.0bn EUR 1.0bn EUR 1.75bn EUR 1.5bn

Current Senior Rating (M/S/F)Baa1 stable / BBB+ Neg / BBB+ Neg Baa1 stable / BBB+ Neg / BBB+ Neg Aa3 / A+ / A+ A3 / A- / A- A1/ / A A3 / A-

Current Issue Rating (M/S/F)[●] Baa3 / BBB- / BBB- A3 / BBB+ / A- Baa2 / BBB / BBB A3 / BBB+ Baa2 / BBB

Maturity and First Call PerpNC7 PerpNC12 PerpNC8.5 PerpNC6 PerpNC10 PerpNC8 PerpNC8 PerpNC12 PerpNC15 PerpNC7 PerpNC12 PerpNC5 PerpNC10 61NC6 60NC10

Subsequent CallsEvery 5 years thereafter Every 5 years thereafter Every interest payment date thereafter

Every interest payment date

thereafter

Every interest payment date

thereafter

Every interest payment date

thereafter

Coupon[●]% [●]% [●]% 4.250% 5.250% 5.875% 4.125% 5.000% 5.875% 3.750% 4.625% 3.000% 3.875% 3.000% 3.750%

Reset Rate 5-year MS 5-year MS 8-year MS 12-year MS 15-year MS 7-year MS 12-year MS 5-year MS 10-year MS 5-year MS

First Step up (25bps) [●]-26 [●]-26 [●]-28 Feb-25 Feb-24 Feb-27 Jan-24 Jan-26 Jan-29 Mar-24 Mar-26 Jun-24 Jun-24 Jul-24 Jul-24

Second Step up (75bps)[●]-41 [●]-46 [●]-43 Feb-40 Feb-44 Feb-42 Jan-42 Jan-46 Jan-49 Mar-41 Mar-46 Jun-39 Jun-44 Jul-40 Jul-44

Optional deferralCumulative and compounding Cumulative and compounding Cumulative and compounding

Cumulative (not

compounding)

Cumulative and

compounding

Cumulative (not

compounding)

Payment Pusher Pusher on arrears Pusher on arrears Pusher on arrears Pusher on arrears Pusher on arrears Pusher on arrears

Early RedemptionGross-up Event and Substantial Repurchase

Event (90%): Par

Accounting Event, Equity Credit Rating

Event, Tax Deduction Event: 101% until first

call date, par thereafter

Gross-up Event and Substantial Repurchase

Event (90%): Par

Accounting Event, Equity Credit Rating

Event, Tax Deduction Event: 101% until first

call date, par thereafter

Tax Gross-up Event, Withholding Tax Event :

Par

Tax Deductibility Event, Accounting Event,

Rating Methodology Event, Substantial

Purchase Event (80%): 101%

Gross up Event, Substantial

Purchase Event (80%): Par

Tax Deductibility Event,

Ratings Event, Accounting

Event: 101%

Gross up Event , Substantial

Purchase Event (80%): Par

Tax Deductibility Event ,

Ratings Event, Accounting

Event: 101% until first call

date, at par thereafter

Acquisition Event: 101%

Rating Event, Tax

Deductibility Event: 101%,

until first call date at Par

thereafter

Gross-Up Event: Par

SubordinationDeeply subordinated and senior only to

share capital (preferred and ordinary)

Deeply subordinated and senior only to

share capital (preferred and ordinary)

Deeply subordinated to senior, senior only to

equity

Deeply subordinated and

senior only to share capital

(preferred and ordinary)

Deeply subordinated and

senior only to share capital

(preferred and ordinary)

Deeply subordinated to

senior, senior only to equity

Equity Credit (M/S)

50% / 50% (until first call) 50% / 50% (until first call) 50% / 50% (until first call) 50% / 50% (until first call) 50% / 50% (until first call) 50% / 50% (until first call)

IFRSEquity Equity Equity Equity Equity Debt

Denomination EUR / GBP 100k+1k EUR / GBP 100k+1k EUR100k EUR100k GBP100k EUR1k +1k EUR100k + 100k EUR1k + 1k

Listing Euronext Paris Euronext Paris Euronext Paris Luxembourg Euronext Paris Luxembourg

Page 28: roadshow materials September 2014 - orange.com · and Romania in H1 14 and Slovakia early July +0.6m in Q2 14 +1.3m in Q2 14 +0.4m in Q2 14 91.8mmobiles customers 18/21 +9% +20% Orange

28

Thank YouQuestions & Answers